LAMORINDA DEMOCRATIC CLUB BY-LAWS (As approved by the Board of Directors 4/14/15 and adopted by the Membership 5/14/15)

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1 LAMORINDA DEMOCRATIC CLUB BY-LAWS (As approved by the Board of Directors 4/14/15 and adopted by the Membership 5/14/15) Article 1. Name, Purposes and Affiliation Section 1.1. Name: The name of the Club shall be the Lamorinda Democratic Club or LDC. Section 1.2. Nature of the Club: The Club is organized as a not-for-profit political organization and is to function as a local affiliate of the California Democratic Party, in accordance with applicable State and Federal laws. Section 1.3. Purpose of the Club: The Club is formed to carry out the following purposes of its members and consistent with its core Democratic values: a. To support and elect Democratic candidates and to encourage potential candidates who share our Democratic ideals. b. To foster continuing Democratic action in the Lamorinda (and neighboring) communities and to provide an enduring local structure affiliated with the California Democratic Party. c. To develop and encourage a grass-roots voice within the California Democratic Party and to foster continuing adherence to Democratic ideals within the Party. d. To work to secure the future of the Party and its ideals in the communities. e. To promote accessibility to Party activities among all interested citizens and to encourage more Democrats to become active in political affairs. f. To have fun being Democrats. Section 1.4. Affiliation: The Club shall be chartered, and remain chartered, with the Democratic Party of Contra Costa County (DPCCC). Article 2. Membership Section 2.1. Members: Membership in the Club shall be open to all registered Democrats and to all persons under the age of voting registration who shall declare their loyalty to the Democratic Party. a. Diversity shall be encouraged, and the Club shall actively recruit members in an effort to have a diverse Club membership. b. Renewing members are members in good standing until their membership is delinquent. New and delinquent members become members in good standing 21 days after payment of their dues. Section 2.2. Demographic Focus: The focus of the Club shall be the organizing of Democratic action in the communities of Lafayette, Moraga and Orinda and other nearby areas as shall best serve the purposes of the Club and those wishing to join the Club. Section 2.3. Dues: The Board of Directors shall have the authority to establish classes of membership, such as individual, family, student, supporter, benefactor, etc. a. Dues shall be set so as to provide the Club with funds for its activities but not so high as to discourage membership. b. Membership dues shall be due January 1st of each year and shall be delinquent March 31st of the same year. c. Only members in good standing are eligible to vote on any matters related to the Club s elections of its officers, endorsements, finances or these bylaws brought before the membership for a vote. Only such eligible members shall be able to participate as officers of the Club or as chairs of any Club committees empowered to act in behalf of either the Club or its Board of Directors. Other members of the Club may, however, participate as volunteers in other capacities. Article 3. Officers Section 3.1. The officers shall be a. President b. Vice-President c. Immediate Past President d. Treasurer e. Secretary 1

2 Section 3.2. The duties of the officers: a. The President shall act as the Chief Executive and conduct the meetings of the members and of the Board of Directors and shall act as the Club Representative. The President shall appoint a member of the Board of Directors to serve as a standing Club Historian as well as a member to serve as Parliamentarian as the President deems necessary. b. The Vice President shall act in the absence of the President. The Vice President will assist the President in such other functions as are mutually agreed to by them. c. The Immediate Past President shall act as President in the absence of both the President and the Vice President. d. The Treasurer shall keep an accurate record of all receipts and expenditures and shall provide periodic reports to the Board of Directors. e. The Secretary shall record the minutes of all Board of Director meetings. In the absence of the Secretary, the President shall appoint an Acting Secretary. Article 4. Board of Directors Section 4.1. Members of the Board of Directors shall be a. Officers b. Chair of the Membership Committee c. Chair of the Member Communications Committee d. Chair of Publicity e. Chair of the Club s Newsletter f. Chair of Website Development and Maintenance g. Chairs of such committees, other positions and members-at-large as may be established by the President with the consent of the Board of Directors. Such additional members of the Board of Directors shall be formally accepted by a vote of the Board of Directors. No officer or any other member of the Board shall remain on the Board of directors automatically except the immediate past President upon resignation or nonreelection/selection. Section 4.2. The Board of Directors Powers a. The Officers of the Club s Board of Directors (Section 3.1.) shall as serve as the Executive Committee. b. The powers of the Board of Directors: 1. All administrative matters of the Club shall rest with the Board of Directors. All other (nonadministrative) powers rest with the membership except as provided for in Section 4.3. or in cases deemed by the Board to be of emergency nature may be approved and acted upon by a two-thirds (2/3) vote of the Board of those who participate in the voting and within the time constraints established by the solicitor(s) of the vote. 2. Decisions on behalf of the Club, that involve expenditures of $1,000 or more, shall be made only by a vote of the membership. 3. In no event shall the Board of Directors or its officers allow the Club s treasury to go into deficit without sufficient funds to continue to maintain its basic operations without at least ninety (90) days prior notification of such impending circumstance. In such a case, the Board of Directors or its officers shall suggest solutions to resolve the deficit. 4. Shall set the amount of annual Dues needed to support the activities of the LDC. c. When timing of urgent matters does not allow for waiting until the next monthly meeting of the Board of Directors, a majority vote of the Board of Directors is empowered to make and effect all administrative decisions on behalf of the Board of Directors. Section 4.3. Board of Directors Meetings a. The Board of Directors shall meet once a month prior to general membership meetings or as deemed necessary by the President or upon a vote of the majority of its officers or members and as is consistent with Article 6, section

3 b. A majority of the Board of Directors or 5 members of the Board (which ever is less) shall constitute a quorum. The next meeting(s) of the Board of Directors shall be announced at each meeting. c. All Board of Directors meetings shall be open to the general membership. However, attendees who are not members of the Board of Directors must be invited by at least two members of the Board and may neither participate nor address the Board or its business except as called upon by the presiding officer of the Board during its meeting. d. Board of Directors members shall have no more than three unexcused absences per year. If a Board of Directors member has a genuine conflict and has notified the President of the Board, an absence shall be excused. Failure to do so may be cause for termination as a member of the Board of Directors, subject to a Board of Directors recommendation to the membership for a vote. e. If and when special exigencies arise, the Board of Directors, with the approval of the President and/or a majority of the Board s officers, may be requested to vote on majority basis by electronic means ( or telephone) on a matter which normally would be brought for consideration at a regular Board of Directors meeting. Any Board of Directors member may request that the vote count be revealed to him or her and to other members of the Board of Directors by the solicitor of the vote. f. Only the President is authorized to request, or authorize a request be made by another Board officer on behalf of the President, a vote to authorize an expenditure greater than $100 by an electronic vote of the Board of Directors. Such requests shall be made only after consultation with the Treasurer to assure funds. g. Any decision of the Board of Directors without an abstention or assenting vote of the President shall not stand as approved by the Board of Directors unless the decision was made by 60% or more of the votes cast. h. The Secretary or an attending member of the Board of Directors shall make available a summary of Board of Directors meeting to all Board of Directors members at the next Board of Directors meeting. The President shall report to the general membership at its next meeting such matters as may be deemed of significance by the President and/or by a consensus or majority of the Board of Directors. Article 5. Elections Section 5.1. The President shall appoint the Nominating Committee in February of each year. The Board of Directors must approve the appointments. Section 5.2. The nominees for officers shall be submitted to the membership in April of each year. Section 5.3. The election of officers shall take place at the General Meeting in May of each year. Section 5.4. The election of officers shall be conducted by a show of hands by the general membership at the May meeting, following any nominations of members in good standing (along with at least one seconding nomination) from the floor by members in good standing (as defined in Section 2.1.b.). Article 6. Meetings Section 6.1. General Meetings shall be held as designated by the Board of Directors. a. General Meetings shall be scheduled, when practical, at least three weeks in advance. b. There shall be at least eight General Meetings per year. Section 6.2. Procedure of meetings: All meetings shall be conducted in accordance with appropriate Robert s Rules of Order when the Club President or presiding officer deems matters of procedure for formal votes by the membership necessary. Section 6.3. Notices of the general membership meeting shall be published in the LDC newsletter (printed or electronic, as deemed appropriate by the Board of Directors) and may be supplemented by other electronic notices ( , website and/or telephone). The notices shall contain the time and place of the meeting, the subject of the meeting and the specific items that require a vote of the membership. Article 7. Removal of Officers, Directors, and Members Section 7.1. An officer or a director of the Club may be removed from office for such causes as misconduct in exercising his or her duties; neglect of duty in office; affiliation with or registration to vote as a member of another political party; public avowal of preference for another political party; public advocacy that voters not 3

4 vote for nominees of the Democratic Party; public avowal of a preference for a candidate who is opposed to the nominee of the Democratic Party, or affiliation with an organization that is repugnant to the principles of the Democratic Party. Section 7.2. Process of removal of an officer or a director a. A petition for removal shall be made in writing, be signed by at least five (5) Club members in good standing, state the grounds for the proposed removal, and be delivered to either the President or the Secretary at least three (3) weeks prior to the next General Meeting. b. Upon receipt of such petition, the members of the Club and the person proposed to be removed shall be informed, and the petition shall be placed on the agenda for the next General Meeting. c. At said General Meeting, the person proposed to be removed shall be afforded an opportunity to respond to the charges. d. Removal shall require a two-thirds vote, by secret ballot, of the members present, and, if approved, must be followed immediately by the election of an Acting Officer to complete the term of the removed officer. Section 7.3. A member of the Club may be removed for such cause as failing to meet the requirements for membership as set forth above. Section 7.4. Process of removal of a member: a. A petition for removal shall be in writing, be signed by at least three (3) members in good standing, and state the grounds for the proposed removal. b. The procedure shall then be that set forth for removal of an officer or a director. Article 8. Endorsements Section 8.1 Prohibitions: a. The Club membership shall only endorse persons who are registered Democrats and have shown to support or accept LDC s core Democratic values. b. The Club shall only authorize the publication of its Democratic Party affiliation in support of only Democratic candidates in any contest. Further, the Club will not endorse a candidate in any public electoral contest if the State or County Democratic Central Committee has declared a Democratic candidate to be offensive to the principles of the Democratic Party. Section 8.2 Definitions and Process: a. Measure. A measure is any Yes/No ballot or legislative proposal or question, including but not limited to candidates and ballot or legislative measures and propositions at various levels: local, regional, state or national. The Club may endorse such measures and may endorse events supportive of its core Democratic values. b. Contest. A contest is a measure or candidate race. c. Positions. The specific positions of a candidate in a candidate race are the candidate s and not necessarily the Club s. The positions of the Club on a measure or proposed legislation are Yes, No, and Neutral. d. Measures will be considered for endorsement only after discussion by the membership. e. The Endorsement Process: 1. Balloting will be by a show of hands unless 5 or more members present request a secret ballot. 2. Endorsement votes/ballots shall be limited to candidates or issues properly nominated by the membership or a nominating committee, if either the Board of Directors or the membership creates such a committee. All balloting shall also include No Endorsement as a choice for each contest. 3. The endorsement threshold is sixty percent (60%) affirmative votes of the total votes cast on any endorsement position, measure or event. 4. The endorsement threshold shall be calculated as the smallest whole number bigger than or equal to the product of the percent threshold times the number of participating votes. 5. The actual vote tally shall not be disclosed to the press or general public. f. Only endorsed measures and/or contests, including No Endorsement, shall be published or mentioned in LDC ads, website, and literature. For all other measures and/or contests, the club has No Position and there will be neither pro nor con mention of them in LDC ads, website, or literature. 4

5 g. The Board of Directors of the Club may on its own authority, and representing only itself (i.e. not the Club as a whole), take a position on a measure by majority vote if it deems a vote of the membership is impractical due to time constraints. Such positions by the Board of Directors will be reported to the members at its next regular meeting and, where feasible, in its website, newsletter and/or s. If the Membership at the next regular meeting requests to vote and contravenes the prior endorsement by the Board of Directors by 60 percent (60%) or more, the Board shall rescind its prior action and shall act in favor of the Membership s vote (where feasible, in its website, newsletter and/or s). h. Club Delegates allowed by the California Democratic Party shall be appointed by the LDC Board of Directors from among all members in good standing. Article 9. Amendments Section 9.1. The By-Laws may be adopted or amended by the members at any General Meeting, provided that a. Such an amendment is placed on the agenda at least fourteen (14) days prior to such meeting to allow for notice to all members in good standing. A proposal for an amendment shall be in writing, be supported by at least three (3) members in good standing, and shall require at least a sixty percent (60%) vote by the members in attendance at said meeting. b. An approved amendment shall take effect immediately after approval. Article 10. Supersedure Section Upon adoption by at least sixty (60%) vote of the members in good standing, as in Article 9., the By-Laws set forth herein shall supersede any prior By-Laws of the Lamorinda Democratic Club. Approved Month: May, Date: 14, 2015 at the General Meeting of the Lamorinda Democratic Club. 5